Sec Form 4 Filing - MAFFEI GREGORY B @ GCI LIBERTY, INC. - 2018-03-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MAFFEI GREGORY B
2. Issuer Name and Ticker or Trading Symbol
GCI LIBERTY, INC. [ GLIBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2018
(Street)
ENGLEWOOD, CO80112
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/09/2018 J( 1 ) 358,021 A $ 0 ( 1 ) 358,021 D
Class B Common Stock ( 2 ) 03/09/2018 J( 1 ) 246,395 ( 3 ) A $ 0 ( 1 ) 246,395 D
Class A Common Stock 03/09/2018 J( 1 ) 870 A $ 0 ( 1 ) 870 ( 4 ) I By 401(k) Savings Plan
Class A Common Stock 03/09/2018 J( 1 ) 574,211 A $ 0 ( 1 ) 574,211 I Maven 2017 - 1 GRAT ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) - GLIBA ( 6 ) $ 55.96 03/09/2018 J( 6 ) V 765,441 ( 7 ) 12/17/2019 Class A Common Stock 765,441 ( 6 ) $ 0 765,441 D
Stock Option (right to buy) - GLIBA ( 6 ) $ 55.96 03/09/2018 J( 6 ) V 108,557 ( 7 ) 12/26/2024 Class A Common Stock 108,557 ( 6 ) $ 0 108,557 D
Stock Option (right to buy) - GLIBB ( 6 ) $ 56.38 03/09/2018 J( 6 ) V 119,545 ( 7 ) 03/29/2023 Class B Common Stock 119,545 ( 6 ) $ 0 119,545 D
Stock Option (right to buy) - GLIBB ( 6 ) $ 56.38 03/09/2018 J( 6 ) V 64,732 ( 7 ) 03/31/2022 Class B Common Stock 64,732 ( 6 ) $ 0 64,732 D
Stock Option (right to buy) - GLIBB ( 6 ) $ 56.38 03/09/2018 J( 6 ) V 258,724 ( 7 ) 05/11/2024 Class B Common Stock 258,724 ( 6 ) $ 0 258,724 D
Stock Option (right to buy) - GLIBB ( 6 ) $ 56.38 03/09/2018 J( 6 ) V 637,561 ( 8 ) 12/24/2021 Class B Common Stock 637,561 ( 6 ) $ 0 637,561 D
Stock Option (right to buy) - GLIBB ( 6 ) $ 54.01 03/09/2018 J( 6 ) V 143,044 12/31/2018 03/05/2025 Class B Common Stock 143,044 ( 6 ) $ 0 143,044 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAFFEI GREGORY B
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X President and CEO
Signatures
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei 03/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 9, 2018, Liberty Interactive Corporation ("Liberty Interactive") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. (the "Issuer"). In the Redemption, Liberty Interactive redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of the Issuer's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of the Issuer's Class B common stock.
( 2 )Each share of Class B common stock is convertible, at the holder's election, into one share of Class A common stock, at any time for no consideration other than the surrender of the share of Class B common stock for each share of Class A common stock.
( 3 )Includes an award of 165,684 restricted shares which vests in two equal installments on December 24, 2018 and December 24, 2019.
( 4 )The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2018 , pro forma for the completion of the Redemption.
( 5 )The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
( 6 )In connection with the completion of the Redemption, all option awards held by the reporting person with respect to Liberty Interactive's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 7 )The derivative security is fully vested.
( 8 )The derivative security vests in two equal insallments on December 24, 2018 and December 24, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.